How to Save a Life
by Darth Malleus
Summary: It was just a simple act of kindness, but Mikoto Uchiha had no idea how that one simple act would turn out.
1. Prologue

_**Naruto**_

_**How to Save a Life**_

_**Summary: **_It was just a simple act of kindness, but Mikoto Uchiha had no idea how that one simple act would turn out.

_**Category:**_ Friendship/Drama/Angst

_**Rating:**_ T

_**Disclaimer: **_Naruto is the property of Masashi Kishimoto, the characters and plot completely belong to him. I'm just burrowing his characters for a while.

* * *

The sky was covered in nothing more than dark, almost ominous rain clouds, not a single glimpse of blue sky was visible. Rain came down like a torrent, so hard that when it slammed against the ground it exploded in a mass of miniscule droplets. The downpour had started around an hour ago and it showed no sign of stopping any time soon.

Mikoto let out a breath as she walked down the main street of the Village Hidden in the Leaves, black umbrella held over her head in an attempt to remain dry. Her simple light purple summer dress fluttered in the wind and with a sigh she quickly berated herself for her choice of attire, yet how could she have known the weather would take this turn? It had been sunny when she had left the compound.

It seemed like such a simple idea at the time. They were running out of some of their essentials, mainly food. She could have gone to the clan grocers for what was on her shopping list, but it had been a nice day at the time and she decided to use the chance to take a walk around the village.

The storm began when she was at the other side of the village.

_- Brilliant idea Mikoto - _She scolded herself sarcastically - _It was such a nice day, so why not take a walk? - _

Now here she was, umbrella held up by one hand and brown bag of groceries in the other, trying to ignore that her clothes beyond her waist were soaking wet thanks to the wind which accompanied the rain a few moments before. It was almost like whatever deity who controlled the elements was adamantly against her returning to the compound, but Mikoto was nothing if not stubborn.

She still had to make dinner, and if she was right then her husband and eldest son would already be at home waiting for her. She swore those two were incapable of looking after themselves, mainly thanks to the last time Fugaku tried to cook for the two of them. She loved him dearly, but he nearly burned the house down with that little stunt.

Knowing her youngest like she did Sasuke would obviously be out on the training grounds again, practising until he collapsed. Hopefully he would have read the signs better than his mother had and went straight home. Mikoto needed to have a talk with her husband, sure she wanted Sasuke to progress too but continuously comparing him to Itachi was definitely not a good idea, especially with how her eldest had been behaving lately.

The raven haired woman stopped for a moment, mind wandering to her eldest son's state of mind. With Shisui's supposed suicide Itachi had become more cynical and withdrawn. He hadn't spoken to anyone since that confrontation between him and the Military Police. Mikoto hadn't witnessed it firsthand but her husband had been worried about the outburst, and her little Sasuke had actually looked terrified.

She stifled a groan as the rain once again began to worsen, tearing her from her thoughts, lashing lines of rainwater slamming into the ground so hard it was almost deafening to her sensitive hearing. Everyone else had found shelter by now either in shops or stalls or in their own homes, safe and warm from the outside elements. The streets were deserted save for one Uchiha matriarch, with still quite a way to go before she made it home.

As she walked she became aware of a shape taking form. The heavy rain had kicked up a good deal of mist, making it difficult to see more than a couple of meters. The shape was sitting at the side of the road, back leaning against the wooden wall of one of the main street stands. The closer she got the more details she was able to make out.

It was a child, a boy who was leaning up against the wall, curled up with his head in his knees. His clothes, a white t-shirt and black pants were soaked by the rain, and his hair which she guessed was a spiky mess of golden locks was matted against his head. She took a few more steps and found that the boy was shivering.

It was only when she was right alongside him that her sharp eyes caught a glimpse of his face, and she immediately recognised him. Every adult in Konoha knew who this child was and the curse he carried. Mikoto knew deep down that she shouldn't shun this child, she did know enough about the arts of Fūinjutsu to tell the difference between the kunai and the scroll which carried it.

Yet like every other adult in the village she still remembered and she still had very vivid nightmares about that night. The suffocating raw aura of a Biju, silence of the dead and the screams of the dying, the destruction wrought by just a few moments of the creatures sudden appearance in the very centre of the hidden village.

It was that very reason that made Mikoto Uchiha keep walking. She would never bully or harass the child, but the matriarch considered she might never really get the urge to help him either. The thought gave her a twinge of guilt, considering who the boy's mother was.

Yet before she continued on her way she saw something. The boys face wasn't completely hidden and Mikoto saw tanned skin and slightly puffy cheeks which reminded her so much of Kushina, if not for the whisker marks which adorned them.

That was not what made her decision.

It was his eyes, twin dead pools which should have been sparkling azure. Those eyes looked so dead and lifeless, orbs that a child around her Sasuke's age should not have. They were the eyes of someone on the threshold of sanity and insanity, lost in loneliness and isolation, suffering and neglect.

Mikoto made it an additional five steps, and then stopped.

She stood there, her conscience having a tug of war with her mind. She sighed, biting her bottom lip anxiously before turning around to look into those orbs once more. In that moment the Uchiha Matriarch made a decision. She walked over to the child, and with a slight movement held the umbrella over his head, stopping the rain from its assault.

The child's head rose slightly at the sudden end to the icy droplets, before looking up in time to see a slender hand held out for him. His head rose further to see a beautiful woman with dark eyes and raven hair looking down at him. It wasn't a look he was accustomed too. There was no hatred, distain or resentment in her eyes. Only the old man had looked at him with that expression before.

She spoke with a honeyed voice. "What are you doing out here by yourself?"

It took the boy a few moments to process the information, and then he shrugged and mumbled a reply. "I don't have anywhere to go."

She tilted her head to the side, as if thinking about something, and then she spoke again. "What's your name?"

He hesitated a moment, giving her a piercing look before replying, "Naruto."

She felt like smacking herself. Kushina had told her exactly what she was going to call her firstborn. She was adamant that the child would be called Naruto whether it be a boy or a girl. Something about some silly little book she had read.

What was it called?

Ah yes, Tales of the Gutsy Ninja.

Mikoto had read it, or been forced to read it, and she had to admit that it was a good book. The only problem was that it had been published in a time when everyone had been recovering from the aftermath of the Third Shinobi World War. There was next to no money at the time to purchase such small luxuries and tales of Shinobi fighting against a more powerful village for peace were not really welcome in the general population.

"Well Naruto," she continued after a moment. "You really shouldn't be out here in this weather, you'll catch a cold."

The boy didn't answer, probably thinking she'll get tired of _acting _nice and eventually leave, no one outside of a certain few were ever nice to him, but he failed to notice two important things. One, that being a mother of two had given Mikoto an abundance of patience, and two, that she had a stubborn streak almost as notorious as her late best friend. Sometimes she wondered if she had caught it from being around the redhead so much.

There was also a third.

She wasn't acting.

Mikoto sighed at the boy, so unused to being showed kindness that he must have thought of it as a trick. It made her heart sink ever so slightly. She crouched down before him and made him look her in the eyes, chocolate brown met cerulean blue for a handful of moments, and a slender hand slowly and gently took his smaller one. Then she asked him a question.

"Do you live near here?"

For a moment the blond considered just telling her to go away and leave him alone, but something stopped him. The softness in her eyes, such a stark contrast from the scathing glares he knew for most of his life, made him slowly and tentatively nod his head.

"Will you let me take you home?"

* * *

The boys apartment was located in one of the poorer districts of the village, not a suburb which would be considered a slum, for there were no such places in a Hidden Village, but it was still one of the places were those born with less tended to live.

The buildings were far older than the structures in her clan's compound, paint was cracked and chipped, roofs were missing tiles and the wood was dulled by age. Yet the buildings were in fairly good condition overall and the tightly packed buildings made the suburb seem a little homely. This was definitely one of Konoha's older districts, perhaps going as far back as the founding of the village itself.

Naruto's apartment was located on the top floor of an old apartment complex and just by letting him cautiously guide her up the steps she knew that it was sparsely populated, after all who would want to live in the same vicinity as someone who was cursed to carry a monster.

Mikoto felt her heart ache just a little bit more for this child.

The apartment itself was not overly large, yet it wasn't very small either. It was a simply setup establishment with two rooms, a joint bedroom/kitchen with the only real furniture being a single bed and a second hand sofa, all in good condition. The kitchen half had a breakfast bar as well as cupboards for food, a fridge, freezer and washing machine, all second hand but like the furniture in the bedroom also in a decent state. The second room was a small bathroom containing a shower, bath, sink and toilet. It was in pretty good condition, other than the colourful clothes strewn about and the empty food cups which covered the bar.

"Sit down on the sofa," she ordered lightly and after a moment of frowning the blond complied. Mikoto searched through the strewn clothes for a towel and found one after a few moments. She walked over to the blond and began to dry him with the towel. The poor little guy tried to look defiant, but when he was shivering like a leaf it made his attempt almost comical.

After a moment he spoke up, the toughness and defiance giving way to confusion, "Oi, Nee-chan."

"Hmm," Mikoto hummed in reply, noticing how skinny he was even for an eight year old.

"Um, well, why... why are you... " The blond looked a little like a scared rabbit.

"Why am I helping you?" Mikoto smiled sadly at that. He was so unused to an act of kindness that it frightened him. After a while he tentatively nodded, finding something immensely interesting with the far wall. It was so adorable. "Do I need a reason to help someone in need?"

"Well, no." He replied, sheepishly scratching his left cheek with a nervous smile. "It's just that no one besides the old man has ever really been nice to me before."

She smiled softly at that, trying so hard to keep the sadness of that hard truth from reaching her eyes. "Well then there's a first time for everything, right Naruto-kun?"

A blush tinged his cheeks, "Y-yea."

He smiled back, a little nervous, but it was a nice smile. It was then that the Uchiha Matriarch thought of something.

"When was the last time you had something to eat?" The blond shrugged, and she frowned before looking over at the slightly wet brown bag carrying her groceries. A shrug could mean that he couldn't remember, or perhaps it was a defensive gesture he did when he was with strangers. She was a stranger after all. After a moment she decided she had enough at home to make something for her family later. "Go and take a warm shower, dry yourself off while I prepare you something, okay?"

Once again the young child hesitated, but after a moment nodded his head, hopping off the couch and walking into the bathroom, giving her another curious glance before closing the door. There were a few moments of silence before she heard the sounds of running water, and the odd creak of pipes.

The Uchiha Matriarch noticed the tiniest shimmer of movement from the large Fire tree across the street. She knew there was always an ANBU presence watching over the boy, and they were definitely keeping an eye on her to make sure her intentions were genuine. Mikoto looked over the dishevelled and messy apartment, once again wondering what the heck she was doing.

A dozen different reasons swarmed through her head, even if the kid was the host to the most powerful of tailed beasts that didn't mean he was the creature he carried. He was just an innocent child who was forced to hold a creature capable of almost biblical destruction and malice. Another reason was maybe she felt like she owed her friend, now dead for eight years. Maybe it was the look she saw when she was about to walk past him, those hollow eyes and pitiful expression, almost screaming why, why, why, why?

_WHY!_

Or maybe it was a strange mixture of all three reasons, and some others.

Whatever the reason Mikoto had found herself here, maybe it was something in her consciousness giving her a little nudge, who knows these things. All she knew is that she was here, now, and decided to do something about it.

The first thing she did was clean his room, picking the scattered clothes on the floor and folding them up before setting them on the bed. Like most mothers she usually found herself cleaning out of habit. Next she checked the cupboards in his small en-suite kitchen and felt her nose twitch in slight agitation before a bemused smile fell into place. There was nothing in the cupboards but cups of instant ramen.

Definitely Kushina's son;

Shaking her head she quickly disposed of the small cluster of empty ramen cups into the half full bin before walking over to her small grocery bag and removing the food within. She had planned to cook a basic dinner for her family that evening, rice, fish fillet, pickles, miso soup, seasoned sheets of seaweed and soy beans.

"Time to get to work,"

* * *

_**Author's Note 1: **__Would you believe me if I told you I wrote the rough draft of this almost eight months ago, and I'm still getting through the fourth chapter, oh how time flies huh? I just feel that the story has been in the backburner for so long that it deserves its moment. It's mostly finished now anyway, so I figured it would be a good chance to take a break from some of my more epic length stories and get back down to the gritty aspect of writing._

_I hope you all like it; don't forget to pop a review to tell me what you think and Merry Christmas! Another chapter will be posted on Boxing Day._


	2. A Simple Act

_**Chapter 1**_

_**A Simple Act**_

He looked so innocent when he was asleep, so much like the child he was meant to be. It was almost unthinkable to believe this young child held within him a demonic entity capable of demolishing mountains and summoning tsunamis with a simple flick of its nine tails.

Mikoto pondered this as she tucked him into bed, watching him sleep in peace for perhaps the first time in a long time. He looked so calm and peaceful, and happy. A far cry from the lonely child with deadening eyes she chanced upon on the street, a child who seemed to be frightened by acts of kindness, almost to the point where he thought they were some evil joke.

She shook her head at the thought, giving him one last look and smiling when the expression on his face reminded her of an old friend who looked the exact same way when she was asleep. How much she missed her friend, even now.

Sighing Uchiha Mikoto rose from her place and walked from the small bedroom, gripping the handle of her umbrella as she made her way to the front door. It was almost eleven o'clock in the evening. Her family must be starving to death right now. Fugaku and Itachi were fine Ninja, gifted warriors, yet they couldn't even boil rice without the proper supervision, namely her supervision.

Silently she opened the door, stepped out, closed it, locked it and secreted the key alongside a note under the door frame. The key was the one to his apartment. The note was a promise that she would try and make it a habit to come over to keep him company from time to time, and make sure he ate properly.

She even left the leftover fish and rice in the fridge for his breakfast the next day.

Mikoto sighed as she turned and made her way down the corridor towards the stairs, but stopped when she felt a shadow fall upon her. She spun around, hair flailing in time to see a single figure standing perfectly on the banister between the top floor level and the deep drop below.

He was a member of the ANBU black ops, of that she knew was obvious. His armour, his weapons and the tattoo on his shoulder were all clues of his origin within the village, and the white porcelain mask, bearing the markings of a snarling bulldog told her exactly who this was.

"It's not nice to sneak up on people, Kakashi-san."

"It seems retirement has not dulled your senses, Mikoto-san." The scarecrow replied as he reached up and removed his mask, revealing another mask of dark cloth covering the lower half of his face. His left eye, the one holding Obito Uchiha's Sharingan hidden by his Konoha headband, placed diagonally along his face.

"Despite popular belief I still keep my fitness up, Kakashi-san." She replied without fear or hesitation. Mikoto Uchiha still had a lot of pride in her abilities as a Ninja, even if she had to give it up after the arranged marriage with Fugaku. "I'm as good now as I was before I retired, and my Sharingan is sharper than then."

"Hmm," Kakashi hummed as he looked upon her with a lack of intimidation, one would expect no less from the A-rank Ninja Kakashi of the Sharingan eye. He was better known than most of those who gained the Sharingan naturally. "I don't doubt that for a moment."

Mikoto kept his neutral gaze for about ten seconds before deciding that she had better and more pressing things to do, turning around she walked down the corridor and was about to take her first step down the stairs when Kakashi's voice forced her to stop. It wasn't necessarily intimidating, but it was an open question.

"What are you planning to do with Naruto?"

She stopped mid-step and turned around to level a look at him, his one visible eye was full of intensity, like a predator coiled and ready to pounce. She would expect no less than someone of Kakashi's ability and work ethic, especially when it came to the son of his late sensei.

"Nothing much really," she replied flippantly, her dark eyes not leaving nor flinching from his. "I'm just going to help him out every now and then, cook him the odd meal, make sure he's eating right, and let him know that there is someone in this village who actually cares about him."

"What brought this on?" Kakashi hopped down from his perch and began walking slowly towards her. "He's been here for nearly eight years and you haven't shown much interest in him."

"Neither have you." She replied bluntly.

Kakashi's one visible eye glared at her. "I have."

"Really," she questioned.

"I've been looking over him every time I get the opportunity."

"Looking over him is not the same as looking _after_ him." Mikoto almost snapped. "Were you about to do anything when he was sitting there on the side of the road, soaking wet and alone? Did you even notice that look in his eyes?"

Kakashi didn't answer, so she pressed on. "I'll tell you what I saw in his eyes as I walked past. They were the eyes of someone who was dead in every way except that they still had a pulse. I saw that look in the eyes of fully grown Shinobi who came back alive when everyone else they knew didn't. Those are not eyes a child should have."

Shinobi showed no emotions. That was one of the most basic rules of their code, but Mikoto wished that Kakashi would show some kind of emotion right now, otherwise she was feeling a compelling urge to deck him.

"I just started my shift an hour ago." He said simply. "I see your point, but I'll ask you again. What plans do you have for Naruto?"

"None whatsoever," She replied steadfastly.

Kakashi sighed and scratched the back of his head. "You know I'll have to inform Hokage-sama about this."

"Please do, and if he wants to question me about it I'll be happy to answer." She replied as she turned around and began walking down the stairs. She made it halfway down the first stairwell when Kakashi's voice drifted to her again, this time softer.

"Mikoto-san," she turned around to give him a brief glance and was slightly surprised when he was bowing, he was bowing so low that his body was in danger of making a right angle. "Thank you."

She didn't answer, for she was already walking down the rest of the first flight. When she turned around to make her way to the second she noticed that the masked rogue was gone. She continued down the second well, then the third and it was not until the fourth that she muttered something under her breadth.

"Don't thank me idiot." She muttered, though there was no malice in her words, just a prolonged sadness which had been festering for eight years. "I should have made a stand years ago."

* * *

She had expected a summons from the Hokage, there was no way around it. The old man may be getting on in years but in many ways he was still as sharp as a tack. He knew everything which happened in this village, and it wouldn't be over exaggerated to believe that he knew everything that was happening in the Land of Fire.

Sarutobi Hiruzen, known more widely as the Third Hokage, the Professor, sat across the desk from her, read over, signed, stamped and placed to the side one sheet of paper after the other as he continued to shrink his morning load of important documents and mission requests above B-level down to nothing. Mikoto did not move, did not frown or show any sign of disproval as the leader of the village continued his work. She knew her place in the village, and knew that the Hokage will speak to her when he was good and ready.

She did not need to be told why she had been summoned. She had known the moment she had picked Naruto off the street and escorted him home. The old man had taken an interest in the child ever since he had been discovered, covered in blood and crying, next to his parents bodies. Ever since that horrid night he had made it his personal mission to make sure his supposed successor's child was looked over and protected.

"It has been a while since you've been within these walls," he began, signing his name on a mission request with a large B stamped on the cover. "Not since you officially retired if I recall."

"It has been some time," Mikoto allowed, taking in a breath and remembering the familiar smells of this most important room. The worn wood, the traces of tobacco and the unmistakable odour of ink, Konoha may have grown through the years but the Hokage's office had not changed in the slightest. "And I will admit that I have missed my Shinobi days."

"Hmm," the old man hummed as he placed his quill down and clasped his hands together. "How is civilian life treating you?"

"My sons keep me busy," she replied as she leaned forward ever so slightly.

"I've been considering retiring for some time, myself." Sarutobi said, leaning back and giving her a small smile. "I haven't had as much time to draw as I used too, or play with my grandson."

"You probably wouldn't like retired life Hokage-sama," she laughed lightly, fixing him with a small smile which was at least half genuine. "Within a month you'll be bored out of your mind. I know I was."

"Maybe," he replied with a trickle of mirth. "But I won't know until I give it a go, now won't I?"

"It depends on the individual I suppose."

"That it does, that it does." Sarutobi leaned into his chair, clasping his hands together once again and waited for a heartbeat before changing the conversation. "I take it you know why I have summoned you here, Mikoto-san?"

She only nodded her head.

"I will not stop you from doing what you are doing," he replied as he placed another mission dossier to the side and went to pick up another. "I have no right to, you and the boy's mother were close friends before her death. However if you do have any ulterior motive then I would wish for you to speak it now."

"I have none, Hokage-sama." Mikoto replied with a sigh, leaning back against her chair, "Permission to speak freely?"

"Granted,"

"I will admit that I have felt the same way as many others concerning the child at one point," she said those words with a hint of melancholy. "Kushina was a dear friend, no matter what others choose to believe, and I miss her even now. I suppose for a time I blamed Naruto for her death, I knew he wasn't the Kyubi, but still."

"You still blamed him,"

She nodded, "I am ashamed to admit it, but for a time I did."

"What changed?"

She smiled, but it was a sad smile, "Seeing him sitting on a curb in the middle of the night under the pouring rain. I was going to walk right by him, but then I saw something no one his age should have."

"What did he have?" the Hokage was still doing his paperwork, but there was a tiredness in his gaze now.

"Eyes like ours, Hokage-sama," she replied. "Eye's of someone who is losing his grip on reality, eyes of someone who looks a hairsbreadth away from giving up on living; no one that young should have those eyes."

"So was it out of pity?"

"At first, yes," she replied, and the Hokage had to remember that this was Mikoto Uchiha sitting across from him, a woman who was known in her Shinobi days to be as blunt as they come, someone who spoke their mind even if her thoughts were at odds with her superiors. "But then I spent some time with him."

"What did you see?"

"I saw so much of Kushina in him that it almost frightened me," she smiled sadly at the memories. "He may look like his father, but he also has so much of his mother in him. The way he speaks, acts, walks, the glimmer of stubbornness in his eyes, but also of the greatest compassion. He is very much his mother's son."

The old man chuckled, lifting his head from his work to give her his full attention for the first time during the meeting. "He is isn't he?"

She smiled, "Oh yes, definitely."

The old man coughed before giving her a piercing look, "Will you keep an eye on him for me, Mikoto-san. I'm not asking for anything over the top as I know you have a few boys of your own, but I feel that Naruto needs a little stability."

"I was going to do so whether you wished me to or not," she replied, giving him a wry look.

"Good to hear," the old man replied with a grin. "I also have a message I wish to give you, one for Fugaku."

* * *

For the next month Mikoto continued to visit Naruto in his apartment, once or twice a week just to make sure that he was eating alright and to keep him company. Over that month the boy began to open up to her more, letting his mental defences down in her presence while she cooked for him, shopped for him and occasionally helped him clean out his apartment.

The Hokage had sent her no word since their first meeting, though she knew that Kakashi continued to report her presence around the young Jinchūriki she did not receive any additional summons for a meeting or any increase in ANBU activity around the apartment block. Mikoto took it as a sign that the old man was letting her do as she pleased, and she continued doing so.

The other faction, her family, didn't seem to notice her little visits to the child either. That or they didn't care whether she visited her late friend's son. Her husband had said nothing of it, and her sons didn't seem to mind much either. Sasuke had once asked where she had been when she was out a little later than she planned, but she just smiled and told him that she was helping out a friend, and he accepted without much of a fuss, though with a cute little pout.

That reminded her, "Naruto?"

"Yea, Auntie?"

She smiled at that, ever since she was able to get him to lower his defences he had begun calling her Auntie. It had happened rather suddenly and blatantly, and she had been surprised when he first used it, but she didn't complain about it and since then he had used it with gusto. "You're in the first year of the academy right?"

"You bet," he replied with a grin, face smeared with the sauce from the ramen she made. She sighed, took out a handkerchief and leaned over the table to rub it from his face. He gave a little complaint, but he didn't pull away.

"You're in the same class as an Uchiha, Sasuke right."

He frowned at the name, "Yea,"

She smiled teasingly, "So he is in your class?"

"Yea, he is."

"So, what do you think of him?"

"Huh?"

"Sasuke,"

"Oh," Naruto folded his arms and frowned, in deep thought. It was one of her lessons he had taken to heart, think before you talk. "He's alright I guess. He's really strong and talented, but he doesn't hang out with anybody, all he does is train... and he doesn't talk to anybody either."

She sighed at that. Itachi had the same problem, though with him shooting through the academy like a thrown kunai he hadn't really had much of a childhood before he was ushered into the Shinobi corps. It wasn't something she liked, but Fugaku saw it as the Uchiha prowess in overdrive and the council weren't much better.

"He's my son." She sighed as she leaned against the table, supporting her head with a hand as she closed her eyes and thought to herself.

"Really," Naruto asked with wide eyed curiosity before his features settled into a frown as he thought. Then he starred at her for a moment, which made her raise her brow, and then thought again. "He does look a little like you, I guess, but he doesn't act like you at all."

"Really," she asked with a playful smile.

He nodded in a very sure manner. He then brought his fingers from his right hand and began counting off differences between her and her son, and by the time he was finished she was trying her hardest not to laugh, and failing miserably.

"Hey," he cried childishly. "What's so funny?"

She raised her hand to stop him, still trying not to laugh and just regaining control of her functions. "It's nothing, but thank you anyway."

She reached over and ruffled his blond hair, "You are so sweet."

He groaned at that, but he didn't pull away.

"I tell you what," she began, watching as he raised his head to look at her with an inquisitive gaze. "How about I bring Sasuke over next time, introduce you two."

Naruto might be exactly what her youngest needed, a friend. It was bit of a risk considering their personalities were so different, but she had a feeling that if she gave the two of them a chance they might just hit it off. Her little boy needed a friend, he needed to be weeded off this whole Uchiha antisocial complex her clan seemed to be having lately, and Naruto needed a friend too for that matter, so it was killing two birds with one stone.

He frowned, before looking into her eyes which she knew were a little too hopeful, and then down again, blushing ever so slightly. "I guess."

She smiled, "Right, I'll bring him over next time."

He nodded his head, blushing still.

"Don't let your ramen get cold, kiddo."

* * *

He was asleep.

Mikoto smiled as she closed the door to his apartment, locked it and secreted the key under the panel alongside a note telling him that there was left over beef in the fridge. She looked up at the moon overhead, it was the middle of winter now and the days were getting shorter.

"Hello Kakashi," she greeted, just before he landed on the railing behind her.

"Good evening, Mikoto-sama," he replied, one visible eye closing as he smiled.

"Just Mikoto," she countered, turning to him with a smile of her own. "Naruto is in bed and fast asleep."

"Good to know," the copy-nin replied with a nod, before looking out over the city. "It's quiet tonight."

Mikoto looked out over the urban setting of the village, the masses of wooden apartment blocks as tall as the one she was standing on, light flowing through so many windows to show that they were occupied with people going about their usual routine. The surrounding streets illuminated by the low glow of torchlight. It was all so quiet and peaceful, not the chirp of a cricket nor the muffled voices of the people.

It was far too quiet.

Almost ominously quiet.

Mikoto didn't like it. There was something wrong, something foul in the air.

"Perhaps I should escort you home," Kakashi said at last as he hopped down from his perch on the railing.

"I couldn't ask you to do such a thing."

"Don't worry about it," he waved it off.

"What about Naruto?" she asked with a worried frown.

"He's asleep and safe," Kakashi replied as he walked past her. "I have a few of my summoned hounds keeping an eye on the apartment."

Mikoto looked at the younger man for a moment before sighing in defeat and nodding her head, allowing him to lead her through the apartment, out onto the street and onward through the suburbs of the hidden village. The Uchiha matriarch looked around, noticing that it was indeed truly silent. She stuffed her hands into her coat and lowered her head just under her upturned collar.

The silence was unsettling.

"So you're thinking of introducing Naruto to your son?" Kakashi asked as they walked.

Mikoto nodded her head, "Both seem to have trouble making friends. Perhaps they can help each other."

"Good plan," Kakashi nodded, eyes curled up into a smile. "Thank you for looking after him lately."

"It's my pleasure," the matriarch replied with a shrug. The last month had allowed her to really talk to Kakashi, and she found that he was not the villain her clan seemed to make him out to be. He was down to earth, loyal to a fault and had the look about him that said that there was a lot in his young life that he would like to do differently.

"No, I mean it," the copy-nin continued. "Ever since you started looking out for him he has changed, looks happier and brighter than he has in a long time."

"Why don't you introduce yourself Kakashi," Mikoto asked, seeing the man stiffen ever so slightly. She continued on regardless. "I believe he would be happy to meet a member of the ANBU black ops, and a former pupil of the Fourth to boot."

"I'm not worthy," Kakashi replied simply, but didn't add anymore.

Mikoto frowned at him for a long moment, "Because you're afraid."

He looked at her incredulously. "Afraid?"

"Yes, you lost your friends and sensei, that's something people don't get over quickly." Mikoto pointed out. "You're afraid of letting anyone else in, afraid that they might die on you, right?"

He didn't answer.

Mikoto sighed, "Showing respect for the dead is one thing Kakashi, lamenting their deaths for the rest of your life is another, and not something I think they would want you to do."

"You've been around that boy too long,"

She sighed, "He is quite perceptive, when he doesn't wear the mask of the fool."

"You see it too huh?"

She nodded.

"Do you know how he began wearing that mask?"

"With the life that he's lived," Mikoto shook her head. "It could be any one of a hundred things."

Kakashi looked up at the night sky, "Hmm, you could be right about that."

* * *

Blood, the ground was saturated with it. It flowed through the streets like miniscule rivers of crimson seeping into the earth. The bodies lay where they fell, some on their sides, clutching at deadly wounds, others on their backs and others on their stomachs, all bearing slash marks and stab wounds which were as precise as they were deadly.

Not a single person was spared, men, women, children, elderly, and the infant, even family pets. Shinobi and civilian alike lay unmoving either in the street outside, on the timber floors of their home. Some were even hanging from the rooftops of the compound, kunai and shuriken held in white knuckled grips.

Itachi Uchiha looked at this scene with a total lack of emotion as he backpedalled, sidestepping a desperate stab from a kunai before bringing his Ninja-to up in a sweeping arc, decapitating the Chūnin who had attempted to end his life. A second cousin if he remembered. He ducked a powerful horizontal swing and spun, stabbing his blade into the neck of another of his clansmen, there was an explosion of blood as he removed the sword from the dead man's throat.

He counted the number who fell to his blade at about eighty nine, about two thirds of his clan. The surviving Ninja were pouring out of their houses to meet him head on, while their families cowered like the rats they were.

The clan

The clan

_THE CLAN!_

They thought they were so strong and superior, yet they fall before his blade like lambs to the slaughter, like leaves in the wind.

This meant nothing to him.

This was simply an experiment, a test to see the limits of his abilities.

To see if there was a single member of this egotistical clan who were as strong as they claimed.

This was all he had been pitted against.

How disappointing.

More came, more Ninja of the Sharingan wielding Uchiha clan. More Genin, Chūnin and Jōnin level Ninja with a diverse array of abilities granted to them either by their experience on the field or by their Sharingan eyes. More came, and more bodies fell to the blood soaked earth, joining their family in oblivion.

Itachi took a deep breath and looked up at the moon, his new eyes seeing one doused in a torrent of crimson, as if the sky itself were bleeding. The Mangekyo Sharingan had opened his eyes more than he had thought possible. The power granted to him by taking his best friends life was exhilarating, and now he would finish what he had started.

First he would kill every last one of this clan, then his father and mother, but not his brother. Sasuke was the only one who was capable of activating the same eyes as he currently possessed. He needed his little brother to hate him, and once he awakened his own Mangekyo Sharingan then Itachi would take his eyes and gain the ultimate, permanent power.

The coppery scent of blood was rife in the air as he strode into his own home, searching through the corridors and rooms like a wrathful spirit as he hunted down the last two Uchiha on his hit list. All that remained was for him to execute his father and mother and this test would be complete. Finally he reached his destination, a storehouse at the back of the manor was the only place left in the grounds where he hadn't looked.

He pushed the double doors open with little effort and looked within. His father sat cross-legged on a tatami mat in the centre of the room, an empty cup of tea set to his left and a sheathed katana on his right.

Fugaku Uchiha looked up at Itachi. "So you've finally come, my son."

* * *

_**Author Note 1: **__Happy Christmas everyone, hope you all had a couple of good days, I know I did. My job had a raffle going, if you were picked and you had the leftover time off then you would be able to go home. My team was the third picked and we were allowed to go home on midday so yeah, I had a pretty good Christmas. Spent all day boxing day playing that new MW3 game and so far it is awesome._

_The next chapter will be up sometime during New Years Day, and to those who are following my other story not to worry, The Good Left Undone will be back up and updated within the fortnight, I've gotten around 22 odd pages done for my one-shot, and after that is done the story will begin again in earnest._


	3. Death

_**Chapter 2**_

_**Death**_

The apartment was silent for a long moment before there was a shuffle of bed quilt from the small bedroom. Naruto sat up in bed, rubbed his eyes and looked around the room, knowing that she had gone home for the night but hoping that she was still there.

He sighed as he rotated in bed, putting his bare feet onto the cold wood and shivering before standing up, nature was a really annoying thing, but when it called you had better answer. He walked out into the main room of his small apartment, given to him by the Hokage barely a year prior and walked a well worn route to the toilet.

He looked over at the door, noticing the key on the mat as well as a small piece of neatly folded paper, probably a little note reminding him that the leftovers of tonight's dinner were in the fridge for him, probably for breakfast tomorrow before he left for the academy.

"_Don't forget breakfast, it's the most important meal of the day."_

He smiled at the memory as he walked into the toilet, humming a well known tune as he relieved himself before moving to the sink to wash his hands. Keeping clean was another important thing, apparently, or so Aunt Mikoto told him with a serious face. When she had such a serious expression he learned pretty fast to take whatever she said to heart.

He walked back out into the main room, looked over at the key and note on the mat, sighed and walked over to pick them up. He left the spare key on the small table in the middle of the main room before opening the small folded letter and reading it. It was one of her usual notes.

_Naruto_

_Leftover beef is in the fridge and I left a cup of that ramen you love in the microwave. It's all setup so just push the button when you wake up tomorrow. Remember breakfast is the most important meal of the day. I should be back in two days time, so make sure that you keep yourself fed or I'll box your ears._

_Aunt Mikoto_

He grinned at the signature at the bottom. He had been calling her Aunt for the last few weeks and she finally got used to it. She was a cool lady, made sure that he was living properly, cooked for him, talked to him, smiled at him, talked to him like he was an actual person and never ignored him like so many people did.

She treated him like a person.

And he loved her for it.

He was about to go to bed when he saw it, sitting beside the worn sofa. It was his Aunts umbrella. She must have left it behind when she left for the night. He walked over to it and picked it up, thinking for a moment before grinning broadly.

"I guess I can do something nice for her this time." He said as he set it down and rushed to get changed. "I better get this back to her."

* * *

"He blushed at you?"

Mikoto laughed as she remembered, looking up at the sky. "Yeah, I told him I would be bringing Sasuke over next time and he looked right at me and blushed."

"I think he likes you, Mikoto-san." Kakashi teased.

"That's not it," she shook her head before looking forward, noticing that her clan's compound was straight ahead. "He's let down his walls when I'm around, but now it's another form of defence."

"What might that be?"

"He's afraid that he might say something that would offend me and push me away," she replied with a shake of her head. "He's afraid of being left alone again, and doesn't know me enough yet to know how to talk to me."

"I see," Kakashi nodded his head before looking down at the worn gravel path. "He's afraid of being left alone."

"That's it in a nut shell," Mikoto answered with a sigh. "He's a child who takes every bit of happiness in his life and savours it, because it doesn't come to him every day. I want to change that."

"What are you planning?" Kakashi asked with a raised brow.

"If he and Sasuke get along," Mikoto said, before going silent for an uncertain moment. "I have been thinking about taking him in."

"Adopting him?"

"Yes,"

"That will be difficult," Kakashi looked at her sideways. "Your husband and the whole council don't want anything to do with the boy. They don't want to outright kill him, but I remember that meeting after the attack and they were among the supporters to make him into a human weapon."

Mikoto sighed and nodded, "As much as I hate to admit it what you've said isn't half wrong."

"And you still want to try?"

"Yes," she replied without hesitation. "Time changes people, and my husband doesn't hate him. I think that if I can talk to him I can convince him."

"Has he had that much of an effect on you?" the copy-nin asked wryly.

"He needs a family, Kakashi," she replied, giving him a look. "You and the old man can only protect him from so much from the shadows. A child needs more than that in order to survive in this world. The last thing I want for him is to be made into a human weapon, or become someone who has seen nothing of kindness and hates the world because of it."

"I get where you're coming from," the copy-nin conceded, closing his eyes as he walked. "But the resistance won't just be from your clan. There are other forces at work who want the boy and what he possesses for their own goals. Plus with the arguments taking place between the village and the Uchiha many will think that your clan will be trying to gain a trump card."

"The rumours of our supposed coup you mean?" Mikoto frowned. "Don't tell me you believe that?"

"Rumours are tricky things," Kakashi replied, looking over at her. "And there are the movements within your own clan, all of these clan meetings and such, and all of the secrecy."

"There have been disagreements since the Kyubi massacre, I will not deny it." Mikoto allowed. "But you're looking into the wrong place Kakashi. Sarutobi made it clear that he believed we had nothing to do with the attack, why would we turn against someone who was actually trying to help us?"

"Then what about those meetings?"

She sighed, massaging her temple with her hand before speaking. "The meetings were to debate about reconciliation between us and the village. That last meeting was for a clan vote on ripping down the compound walls and reintegrating, which was passed with a majority vote."

"So it wasn't to plan a coup?"

"No Kakashi," she sounded angry now. "It was for reconciliation, to show the leaf that we weren't out to get them."

Kakashi looked at her, wide eyed for a moment before lowering his head and sighing. "It would have helped if you would have just said it."

"My husband wanted to keep it a surprise," Mikoto groaned as she looked up in time to see the main gates of the clan compound. "He may not be rebellious, but he does have a flair for the theatrical, wanted to see the surprise on the Hokage's face as he told him."

"Well that is a relief," Kakashi muttered, rubbing his face as he spoke. "I'll have to tell the Hokage that, maybe he can pretend a surprised face when Fugaku-san comes in and tells him."

She wanted to laugh, but just before they got to the entrance to the clan gates she stopped, ears listening for any sound beyond the walls. It may be late at night but there still should have been noise, shops closing, and people walking and talking. There should have been some sound or some flicker of light.

There was nothing.

It was silence.

Ominous silence;

She ran, before Kakashi could even attempt to stop her she had reached the gate and looked inside. What she saw would remain in her memories until her dying breathes. The clan compound which had housed the Uchiha clan for half a decade was eerily silent, and the inside looked more out of something from a nightmare than from reality.

The main street was littered with bodies, unmoving and bloodied, male, female, elderly and children littered the road, blood streaming from deadly wounds and flowing towards the drainage system. Mikoto took a shaky step back, eyes wide, wanting to scream but grasping her hands over her mouth to stop herself from doing so.

There wasn't a millimetre of movement from the bodies within the compound.

They were dead.

They were all dead.

"Mikoto-san," Kakashi called as he finally caught up to her, looking at her for a moment before turning his attention to the source of her distress. His one visible eye widened in surprise and disbelief before narrowing as he fell back upon a decade and a half of Shinobi training. "Milady, we will back away slowly, and stay behind me. Do not leave my side for any reason, do you understand?"

Mikoto could do nothing more than nod as she looked upon the massacre before her.

Kakashi nodded before biting his right index finger, coating his finger tips in his blood before making the five necessary hand seals for the summoning jutsu and slamming his bloodied right hand onto the concrete floor. He muttered the words Kuchiyose no Jutsu. There was a blast of smoke, and when it cleared a single dog sat before them.

"Send word to the Hokage to send as many ANBU down here as humanly possible. The Uchiha clan have been attacked."

The dog nodded before taking off, running with speed down the street before using a chakra enhanced jump to elevate him to the roof of one of the two storey buildings before vanishing from sight. "We should wait for reinforcements-"

"I'm going," Mikoto cut him off as she took a step forward. Kakashi moved swiftly, grapping her arm before she could move out of his reach and turning her around to face him.

"Mikoto-san, it is too dangerous."

"There might be survivors out there somewhere," she replied, looking panicked but doing a good job in keeping herself calm. "And if there are then they will need help."

He looked into her eyes, seeing a lot of fear but also a lot of resolve and stubbornness to see this through. Their eyes locked for the longest time before the copy-nin sighed and let her go. "Wherever you go I go, lead the way."

She looked at him for a long moment, as if assessing his honesty, before nodding and beginning to walk. "The first step is to check on the main members of the clan."

"So to the central house first?" Kakashi asked.

"Yes, to the central house first."

Kakashi nodded before repeating his earlier statement, "Lead the way."

Mikoto nodded her head, and broke out into a run.

* * *

Sasuke ran down the street as fast as his legs could carry him, bringing up his left wrist to look at his watch. He grimaced slightly, at least two hours late. He had seriously overdone it this time. His mother would probably scold him for being so late. The young Uchiha increased his speed, running down the last few streets to his clan's compound as fast as his legs could carry him.

He rounded the last corner and slammed head long into a body. The sudden collision had thrown him off balance, and he landed roughly onto the ground and skidded to a halt. Pain laced through him, but he fought it aside and looked up to see who he had run into.

It was a boy, around his age, with spiky blond hair and tanned skin. He raised his head, face grimacing in shock and slight pain. He wore a pair of black slacks and a white t-shirt with the symbol of the leaf village emblazoned on the front. The young Uchiha noticed whisker like markings along his cheeks and immediately recognised him. He was from his academy class, a loudmouthed, bratty kid.

"Watch where you're going," he growled as he slowly got to his feet.

"Look who's talking," the blond shot back as he gritted his teeth, enduring the pain of a grazed knee far better than anyone else his age. "Don't run into me like that, moron!"

"You ran into me, dead last," Sasuke growled back, watching as the other boys head snapped up at the insult, oceanic blue eyes narrowing in anger.

Then they widened in recognition. "Hey, you're Sasuke right?"

The young Uchiha wasn't surprised by the recognition, every member of his class knew him before he even entered the classroom. He had wanted to make friends, but the girls rushed him the moment he entered, fawning over him and making him feel really uncomfortable. Then the boys began ignoring him and he did the same. No one in his class was worth his attention. They were either screaming fan girls or overly excitable boys who liked to get one over on each other.

"What's it to you?" he asked with a growl.

"I know your mom."

"Really," Sasuke asked incredulously.

"Yeah, do you know where she is?" he reached under him and pulled out an umbrella, or a parasol, white with the emblem of his clan emblazoned on the fabric. "She left this behind and I want to give it back to her."

"How did you get that?" he asked, eyes narrowing.

The blond did not look the least bit afraid or perturbed, instead he answered. "She's been helping me out the last month, and when she left this behind I kind of thought I could start paying her back by giving this back to her."

Sasuke frowned, but after a moment of thought he supposed it was true. That was an Uchiha parasol he was carrying, and all of them were signed by their owners to make sure that if they were lost then they would be returned. He grabbed the boys arm, ignoring his annoyed outbursts and looked under the fabric of the parasol, noticing his mother's signature on the white fabric.

"You didn't steal this did you?" he asked.

Now he looked even more annoyed, "I am Naruto Uzumaki, future Hokage, I do not steal."

Sasuke sighed and raised his hands in surrender. "Alright, alright, just give it to me and I'll give it back to her."

Naruto looked at him for a moment before scoffing, "Nah, I'll give it back to her myself, don't want you taking all the credit."

That annoyed Sasuke, but then the more he thought about it the more annoyingly stupid it seemed. "Why would I want to take credit from giving it back to her?"

"I don't know, maybe because you're a mama's boy?"

"Am not," Sasuke shot back, sounding incredibly offended.

"Mama's boy!"

"Take it back!"

"As if I would!"

"I'll rip you to pieces dead last!"

"Try it duck hair!"

The two of them had fallen into basic fighting stances, though Naruto's seemed a little off balance, and he was carrying the parasol as if it were a club. They were like that for a moment and before either of them could reply an explosion resounded throughout the street and beyond, startled and frightened by the noise both boys flinched before looking in the direction where the sound came from. A billow of smoke was rising from the ground several meters away to their right, and the young Uchiha's eyes widened in fear.

"That came from home." He muttered the words fearfully before his eyes widened in shock and horror, "My clan!"

He took off, argument with Naruto forgotten as he sped towards the entrance to his clans compound. Naruto remained behind for a moment, holding the parasol in his hands, starring at the rising smoke in wide eyed surprise and horror before he remembered Sasuke's words, two words left his mouth then.

"Aunt Mikoto."

He took off, chasing after Sasuke as fast as his legs could carry him.

* * *

"Itachi,"

Her oldest son stood in the middle of the storage room, katana drawn, eyes dead and lifeless, and the unmoving form of Fugaku lying at his feet, blood pooling around him. There was far too much blood for him to be still alive.

She took a step back, gasping in surprise and disbelief as her eldest sons eyes fell upon her. They were eyes which held no emotion nor any hindrance, eyes of a Shinobi, eyes of a killer. A lump formed in her throat, but she was still able to get her words through, fighting against the rising bile and shock.

"Itachi why?"

"I'm sorry, mother," he replied, wiping his blade to the side to dispel the blood covering it before falling into a sword fighting stance, one for a quick and deadly draw. "But I must kill you too."

He surged forward with remarkable speed, so much speed that Mikoto was unable to even lift a hand to protect let alone fight. His blade soared forward, aimed for her heart. A body blurred in front of her, and steel scrapped against steel as a kunai intercepted her eldest son's katana. Itachi put his weight into the blade for a moment before jumping back and falling into a combat stance.

"Kakashi-senpai."

Kakashi stood between her and Itachi, kunai in hand, and although she couldn't see it she knew that he had lifted his headband, showing her son his Sharingan eye. He spoke with authority which showed his tank as a Commander of the ANBU black ops. "Stand down, Itachi."

Itachi raised his blade, and fell back into a charging stance. "I cannot, my orders are clear."

"Orders from whom?" Kakashi asked, standing between the Uchiha Matriarch and her eldest son, a protective barrier.

"I cannot say," Itachi replied without emotion.

"You better say. I am your superior Itachi!"

"My orders come from a higher authority," Itachi replied without emotion.

"Really now," Kakashi shot back. "I am a Commander in the ANBU. There are only two people above me in rank. The Jōnin Commander and the Hokage himself, neither gave such an order."

"It was black ops,"

"We are black ops, and missions only come down from the Hokage to the Commanders." Kakashi replied, eyes simmering. "Were you briefed by a Commander, did you know him or see his identification."

Itachi sighed before looking up at both Kakashi, ready for battle with him and his surprised mother. "Alright, I knew the orders were wrong."

"Then why did you proceed?"

"Simple really," Itachi replied with a small, ominous smile. "I wished to test myself."

"Test yourself?" Mikoto asked in shock and disbelief. "You murdered men, women, children, the elderly, the infant, the entire clan... just to test yourself?"

"Yes," he replied without emotion, before placing his hands together into an unfamiliar seal.

"Itachi," Mikoto almost sobbed the name. "What has happened to you?"

"I am how you and father made me, mother." Itachi replied as he opened his eyes to reveal a three tomoe Sharingan. "And now I will show you what I have become."

"I will not allow it," Kakashi interrupted as he placed his hand together, preparing to unleash a Jutsu.

"You have no choice, I am now beyond any Shinobi Konoha possesses, not even the Hokage himself can stand against me now." He closed his eyes.

"You have become quite cocky, Itachi," Kakashi replied, as he finished his seals.

"Not at all," the scion of the Uchiha replied as he opened his eyes, showing that his Sharingan eyes had morphed into something else. The pupils had morphed into three blade shuriken like shapes, rotating at blurring speed. "I have simply seen the truth, and now I will further test my abilities against you, Sharingan Kakashi."

"Try me," Kakashi replied before inhaling a mass of air before exhaling, calling out the name of his Jutsu as he did so. "_Katon: Gōkakyū no Jutsu_!"

A stream of flame spewed from his mouth, morphing into a fireball midflight, on a collision course with the young ANBU. Itachi simply looked at the ball of flames with his eyes, almost as if they were nothing more than a small hindrance before uttering three words, words which changed the course of the battle inevitably in his favour.

It was all inevitable.

"_Mangekyō Sharingan; Amaterasu_!"

"_Doton: Doryūheki!"_

* * *

The two boys rushed down the street, trying desperately to ignore the mass of dead bodies which littered their path. For Naruto it was traumatic. He had never seen a dead body before, let alone the mass which lay before and behind him. For Sasuke it was even more traumatic, these dead corpses were all people he knew and loved, aunts, uncles, cousins, grandparents and friends, all dead.

He had to close his eyes, attempting to stop the tears from spilling down his cheeks.

Something grabbed onto his ankle and he went down into a heap, Naruto racing a few steps ahead of him before he noticed that the Uchiha had fallen and turned around to see what had happened. Sasuke opened his eyes and slowly turned around. He hadn't tripped over something, something had grabbed onto him. The first thing he saw was a pale, hand covered in splatters of blood, holding onto his ankle.

Sasuke gasped, as still as a stone statue.

Naruto grabbed his wrist before he could draw a kunai, and just as the young Uchiha was able to throw a frantic look his way the young blood narrowed his eyes and motioned back towards the hand. Sasuke looked, and his eyes widened at who he saw. It was one of his fellow clansmen who had stopped him.

She couldn't have been any more than a year older than him. Her hair was shoulder length and as black as night, like all Uchiha hair. Her eyes were onyx coloured, skin as pale as snow. Her eyes were dull, but just had enough strength in them to force herself to move. Sasuke immediately tried to remember any of his cousins with that hair style, but it was difficult. She was covered in her own blood, spatters on her face and seeping into her clothes. She could have been Hitomi, but she had longer hair, Midori maybe, or Miki or Ryoko. He couldn't think.

"Help," she rasped through a hoarse, weak, dry voice, pleading, desperate. "Help me... Sasuke, please."

Naruto was by his side, gently disengaging her grip around his ankle and rolling her onto her back, in time to see the gruesome slash wound which had cut open her stomach, blood flowed from the wound in a continuous waterfall of crimson, and Sasuke had to do everything in his power to stop himself from throwing up.

"Go on ahead," Naruto said to him. "I've got this."

Sasuke hesitated, and his hesitation led him to see the blonde haired boys right hand, encompassed in flickering flames of the deepest crimson, held over the dying girl, his left hand supporting her as he looked down upon her with uncertain eyes.

"What is that?" he asked fearfully, pointing at the crimson flames.

Naruto looked at his hand for a moment before looking back at Sasuke, eyes looking a hairsbreadth away from vindication and horror. "I don't know, but I figure this will either save her or end her suffering."

"It hurts," both boys looked down to see the pained grimace of the young woman, tears streaming down her cheeks as she silently cried. "It hurts, please... help."

"I'll help," Naruto soothed softly to the girl before looking back at Sasuke. "You're mom still needs you. Go!"

"How do you know she's still alive?" Sasuke asked, looking down at his fellow clanswoman with something akin to a loss of faith.

"Don't ask me how," Naruto replied, his voice almost like a man with three times as many years of life. "I just do."

Sasuke looked between this blonde haired boy he had just noticed and his cousin, dying and crying softly, in his arms. He was silent for a moment before violently shaking his head and standing up. "If she dies-"

Naruto cut him off with a melancholy smile, "Then you can kill me yourself."

Sasuke looked right into Naruto's eyes before nodding his head and taking off in the direction of the main house, leaving Naruto and the dying girl behind. Naruto looked down at the crying girl, then at his outstretched hand.

"Please let this work."

He raised his hand over her wound, and brought it down.

* * *

The main house was in sight now, and Sasuke kept running without hesitation down the bloodied streets, ignoring the bodies which still littered the ground. They seemed to stretch on forever, and they might as well.

That didn't matter now. All that mattered was him getting to the main house to see if his family was alright. He had just rushed up to the main door, hand outreached to pull it aside when he heard another explosion, one which shook the ground he walked on. The young boys hand remained where it was, barely a centimetre away from the front door.

That explosion had been very close, as close as his homes backyard. Panic threatened to consume him, his body screaming at him to run away as far and as fast as he could. But his mind forced it down with memories of his mother and father and his older brother. So with a gritting of teeth he forced the door open and ran inside, not even stalling enough to remove his shoes as he ran to the back yard.

The explosion had come from the storage shed, entire frontal section blown open. Scattered fires blazed around the structure and on the ground, eating away anything in their path. But the flames were wrong. Fire was supposed to be a mixture of flickering reds, oranges and yellows. This fire was as black as night, and it burned with the intensity of an inferno.

Then Sasuke saw the bodies, two of them. One was a Ninja, a Shinobi he didn't recognise, lying on his front, hands outstretched and unmoving. His Jōnin vest and fatigues were singed by the blast, but besides that the boy couldn't see much else.

He then looked further and his eyes widened in horror. His mother lay on her back in the middle of the yard, one arm on her stomach while the other was outstretched, head lolled to the side, mouth slightly open and eyes closed. She didn't move an inch, even as Sasuke rushed to her side, grabbed her shoulders and shook her.

"Mom," he called, tears rushing down his cheeks as his female parental figure remained unmoving even as he screamed at her to move. "Mom, wake up, wake up mom!"

"Hello Sasuke,"

His eyes widened in surprise and shock as he heard the familiar voice of his brother, and he turned around to see Itachi standing over them both, dressed in his ANBU armour and matching gray fatigues, a katana was held idly at his side, dripping with blood onto the ground.

"Big brother," Sasuke murmured, eyes looking at the bloodied sword before focusing back onto his onyx eyes, which somehow seemed wrong, they just seemed so wrong. "What's going on? What happened here? Mom's been... Mom's been hurt, and where is dad?"

Before he could continue his stuttering he heard a whistle of something slicing through the air, followed by pain to his left cheek. He lifted his left hand up, placed his fingers onto his cheek and brought it back to sight to see the red liquid coating his fingers. Blood, it was his blood. His now dilated pupils focused on the stone wall behind him to see a kunai imbedded in the wall, right in the middle of the red and white fan of his clan.

He looked back at his brother with a new expression on his face, from bewilderment and shock to fear and dread. Itachi began to speak, but his words seemed dead and lifeless, as if he were rehearsing a play. "Foolish little brother."

"Itachi?" Sasuke mouthed, taking a step back.

"_Mangekyō Sharingan," _Itachi muttered with a flat finality, eyes opening to see a Sharingan Sasuke had never seen before, one which seemed to bleed malice and ruthlessness in its gaze. "_Tsuchiyomi."_

Sasuke was caught by those eyes, and suddenly found himself pulled into something. He knew by instinct that it was a Genjutsu, but it was a Genjutsu way beyond the basic ones they taught in the academy. It seemed that time was reversing, and then the nightmare began. Showed in blacks, whites and greys with muted and echoing voices Sasuke was forced to watch as his elder brother decimated their clan. He was forced to watch as his cousins; aunts and uncles charged him after he killed the first few, only to be cut down before they even knew what hit them.

Then he was no longer in the streets of his clan's compound. He was in the storage shed of his own house, watching as his father sat on his knees, regal and strong as Itachi stood over him with a katana in hand. He brought the ninja-to over his head before bringing it down, slashing it across his father's back, blood splattering the walls from the strike. Sasuke's eyes were wide, pupils dilated. He wanted to scream for his brother to stop but found himself unable too, looking down at the unmoving body of his father.

The scene changed again, ever so slightly, showing his mother and the unknown Shinobi enter the room. There were words exchanged. He saw his mother weeping, and he saw the hardening gaze of the Jōnin as he interrogated Itachi. Then it happened, black flames seemed to envelope his older brother before flashing out to strike at his mother. The Shinobi reacted swiftly, erecting a wall of rock and dirt between them. It took the brunt but was unable to take it all. Sasuke watched as the wall shattered, his mother and the Shinobi thrown back by the impact, slamming through the rice paper sliding doors and skidding across their back yard before coming to a halt.

"Stop it," he murmured in a fearful voice, unable to do anything more than look straight ahead.

"I neither have the time nor the patience to deal with you. Be gone from my sight," his elder brother spoke to him as if he was worthless, not even worth the time to scrape him off his sandals and that lifeless, that deadness, which hurt Sasuke more than any blade. "Run little brother, run until morning, and then run further."

Itachi walked right past him as if he were nothing, katana in hand as he traversed the ground towards his target. Sasuke looked up in time to see him raise his katana over his mother's chest, ready to bring it down for a killing stroke. He didn't know how or why, but suddenly he moved, a kunai fell into his hand and he threw it with all he had.

Itachi was forced to turn and intercept the kunai with his ninja-to, watching it dully as the knife ricocheted off his blade with a flash of sparks before looking over at Sasuke. His eyes widened for a moment, as if seeing something he didn't expect, before those dull dark eyes returned to their deadened state.

"You cannot stop me, little brother."

"But we can," an old, wizened voice called from beyond the yard. Both Uchiha looked up in time to see a half dozen figures standing on the stone walls of the compound, silhouettes dark and malicious in the low lamp light. Sasuke knew though. He could see it and he had studied the text books enough to know who had just arrived.

Five of them were ANBU, fully dressed in their armour, masks over their faces and hands on the hilts of their ninja-to. The most elite and vicious unit in Konoha's deadly Shinobi arsenal was looking down at Itachi, one of their own, with a single purpose. Even with their faces concealed Sasuke could feel it in the air and in his own chakra network. These men and women were willing and able to fight to the death.

The sixth member, right in the centre, was worse still, dressed in black fatigues with dull gray Samurai like light armour and helm, two black ribbons flowing in the wind. The Sandaime Hokage in that moment looked like both the angel of salvation and the harbinger of death. In the low light his face seemed to morph from that of an understanding grandfather to that of a hardened soldier, trained in the art of killing and more than willing to use it.

"Stand down, Itachi." The Hokage ordered. "You have spilled more than enough blood this night."

"I thought you would have been pleased, Hokage-sama." Itachi said as he looked up.

"I'm not." Sarutobi replied. "Drop your weapon, or die."

"I chose neither," Itachi replied. There was an explosion of white smoke, encompassing the entire courtyard, but for some reason Sasuke could still see. He watched as his elder brother moved swiftly, bringing his ninja-to once again over his mothers chest. Sasuke moved faster than he ever did. A trio of kunai fell into his right hand and he threw them with speed and accuracy he didn't know he had. Two were intercepted by his older brother's ninja-to. The other imbedded itself into his brother's sword hand. With a flinch Itachi dropped his ninja-to and looked at his brother for a long moment, good hand reaching up to grab the wrist of his now useless other hand before bursting into a mass of black flames, vanishing into the night like a wraith.

The smoke cleared, and the ANBU descended. Sasuke could just barely hear the Hokage barking orders to his subordinates as he fell to his knees next to his mother's unmoving form. "Squads one through four spread out, find him and drag him back here dead or alive. Squad five take Mikoto-san and Kakashi-san to the hospital. Squads six through ten search the grounds for survivors!"

* * *

_**Author Note 1: **__We're nearing the end of this little story, just another chapter and the epilogue to go. The next chapter is already finished and will be posted in the next few days, probably up by Wednesday evening or so. The epilogue has been started and hopefully it will be finished and updated by Friday or Saturday. I'll let you all know when I upload the next chapter._

_**Author Note 2: **__The form of Itachi used for this story has been met with a mixed review, more or less, and I apologise to all those who do not like Itachi portrayed as the ultimate villain in this story, but I just decided to humour myself, as there are too many of those 'Uchiha is the face of all evil except for Itachi' stories out there at the moment and I just decided to break the mould._

_Anyway;_

_Happy New Year!_

_Let's hope 2012 becomes a better year than 2011... as long as we don't all die in the fires of Armageddon... again..._


	4. Life

_**Chapter 3**_

_**Life**_

The mood of all within the Hokage's chamber was sombre. The Hokage sat in his chair, hands steeple together as he leaned against his table, looking down upon the thick mission report sent to him by the commander of his ANBU detail. He looked down upon it with tired, defeated eyes before looking up at the handful of men in the room, men and women he trusted, men and women who together represented the clans and council of Konoha.

"Many of you have probably already heard the rumours," Sarutobi said as he stood up, clasping his hands behind his back as he turned to look out the huge window of his office. "The rumours, I'm afraid, are true. Last night the Uchiha clan was attacked and massacred by one of its own."

There were no gasps, no sounds permeated the air. It was all eerily silent. Slowly the Hokage turned, gaze first meeting that of his two former teammates and eldest advisors. The eyes of Homura Mitokado were closed and his head was bowed in sombre reverence. The female member of his old team, Koharu Utatane, breathed a heavy sigh as she too looked down.

The voice of Shukaku Nara cut through the silence as he rubbed his forehead with his right hand. "How can one man wipe out an entire clan?"

"Such power is indeed terrifying to think off," Shibi Aburame thought out loud, looking through the room and each of its recipients. "I knew that Itachi Uchiha was a prodigy, but I still find it difficult to fathom that even he has the capability to wipe out an entire clan in a night."

"It is a serious blow to our military capability at least," Koharu muttered, folding her arms as the elderly woman spoke. "Not to mention that the military police has effectively ceased to exist."

Hiashi Hyuga was silent for a moment, head bowed slightly and eyes closed as he thought. The Uchiha may have been the rivals and opponents of his clan, but they all descended from the same ilk, even though in this time both his people and the Uchiha saw each other with tension and suspicion the Uchiha were still his clan's cousins. There would be mourning among the Hyuga in the coming months.

"Do we know the location of Itachi Uchiha?" he asked at last, opening his eyes to look at the Hokage.

"He escaped," Hiruzen replied with a sigh. "Killed at least five ANBU while he was at it, and injured a dozen others. The survivors reported being made the subject of unbreakable Genjutsu and black flames, which most likely means that he has gained the power of the Mangekyo Sharingan."

"That is indeed worrying," Hiashi murmured. "Those eyes are a curse, granting the wielder great power but also slowly degrading his senses until nothing remains."

The secrets of the ultimate Sharingan were not completely known by anyone outside of the clan, even the Hokage himself, his top commanders and the heads of the most powerful clans only knew so much about what the Mangekyo Sharingan was capable off, and the Uchiha was very secretive of their techniques, as was almost any major clan.

Hiruzen nodded his head to Hiashi's statement.

"What of the clan itself, do we know of any survivors?" Inoichi Yamanaka asked.

"Yes, at the moment there are only three," Hiruzen replied with a sad bow of his head. "It might become two though. The clan heads youngest son, Sasuke Uchiha, was the only Uchiha to come out of it physically unscathed, though he has suffered mentally. The Matriarch, Mikoto, is in a stable condition, and the third survivor, Midori Uchiha, is currently undergoing surgery in intensive care. The doctors tell me that her chances of survival were fifty-fifty at best."

"And Kakashi-sans condition?" Shukaku asked.

"Also stable," Hiruzen added.

The clan heads shook their heads, some in dismay over the loss of so much human life in their back yard, others for the weakening of their own military power. The loss of so many Uchiha was a bad blow for the village however you looked at it.

"He could not have done this alone," Tsume Inuzuka growled. "Someone must have helped him do this."

"I agree," Homura nodded his head. "Itachi was capable, yes, but I doubt even he could do all of this. Do we have any information on who may have aided him to commit this atrocity?"

"The ANBU commander who supposedly gave him these orders was found dead on the outskirts of the village in the early hours of the morning." The Hokage growled in supreme annoyance. "All evidence suggests that it was a clean and thorough assassination. There was nothing at the site which could lead our forensic teams to gain any clues. The site had been thoroughly sterilised. There is no evidence."

"Whoever did this was a pro," Shibi said thoughtfully.

"Indeed,"

"My ANBU are still searching for clues, but we would be most grateful if the Inuzuka, Aburame and Hyuga could lend their talents." Hiruzen said as he looked around.

"Yes, Hokage-sama," Tsume agreed with a bow. "You will have our most seasoned trackers."

"Mm," Shibi condoned with a nod of his head.

"The eyes of the Hyuga will help any way we can." Hiashi finished for the trio. "This was a notorious act, an unlawful slaughter in our own backyard which cannot be allowed to go without an appropriate response."

"Thank you, all of you." Hiruzen stated with a nod of his head. "There will be uncertain times ahead, but I ask you all to remain strong and steadfast throughout. We have lost many brothers and sisters this night, but they will never be forgotten and those responsible for this horrendous act will be found and punished for this crime."

All in attendance nodded in agreement.

"I will keep you all informed in any changes that may occur."

The clan heads nodded their heads, knowing that the signal had been giving to end the meeting. They filled out of the room, moving to implement their respective tasks. Only three people remained. The Hokage and his two former teammates and advisors were the only souls left once the door closed. Hiruzen sat heavily in his chair, as Homura and Koharu took the seats at the other end of the table.

"This is a disaster," Homura muttered at last.

"Mm," Sarutobi agreed with a nod.

"It will take the village a while to recover from this atrocity," Koharu added, allowing her stony facade to dissolve for a moment. "Not just in military terms either. Many friends have been lost this night. It feels like we're at war again."

"A few have survived," Sarutobi murmured. "We should be grateful for that at least."

"That reminds me to ask, Sarutobi," Koharu rubbed her forehead for a moment. "What was the Uzumaki boy doing in the compound? It is true that if he we're not there then the number of survivors would have fallen to two, however."

"Mikoto had started looking after the boy, on and off, for the last month or so." Sarutobi explained. "The night of the massacre she had been at his apartment cooking him a meal and checking up on him. She left her parasol at his apartment, and the boy decided to return it to her. He happened upon the massacre by circumstance."

"I see," Homura nodded.

"Did you think he had something to do with it?" Hiruzen asked tiredly.

"Off course not," Koharu shook her head. "We are simply worried is all?"

"The boy did indeed use the power of the Kyubi this night, though it appeared to be unconsciously." Sarutobi stated, rubbing his head. "If he wasn't there the number of survivors of the clan would have been two instead of three. If he and Mikoto hadn't have met it might have even been just one."

"Do you think Itachi might try again?" Koharu asked.

"If he does we will be ready," Hiruzen replied with a voice of steel. "I want all of the clans and Shinobi in the village to be on high alert. The ANBU are to be fully recalled to service and scattered around the village accordingly, and I want a full detail to keep guard over the survivors around the clock until we are sure the danger has passed."

"Yes, Hokage-sama," Koharu and Homura replied as one, bowing their heads in silent agreement. "It will be done as you will."

"Keep an eye on Danzo as well," Hiruzen finished. "I feel in my bones that he has had something to do with this."

"Yes, Hokage-sama."

"Dismissed," Hiruzen finished.

* * *

Deep under the surface of Konohagakure's old town district, in the oldest sewer systems of the village was the new temporary headquarters of the secretive branch of ANBU known as Root, and they were assembling in full force, gathering together in a drained out chamber. Almost fifty elite Ninja had gathered from every corner of the Hidden Leaf Village, answering the call of their master.

The leader in question sat on a tatami mat in the middle of the crevice, outwardly calm and collected. Dressed in a white high collared robe, a rickety walking stick laid out to his left. The full right side of his body covered in bandages, even across the right side of his face, obviously missing an eye and sporting a stump which was once a right arm it was obvious the man had been through war.

Silence was constant, his soldiers, all kneeling with their heads bowed did not make a single movement or gesture. They were as still as statues, waiting for his order. Each Shinobi had been put through severe mental and physical conditioning, trained to operate at maximum efficiency with no emotion. They were the perfect soldiers.

Danzo frowned. He did not like assembling his Root like this, but the current situation with the Uchiha called for it. Itachi Uchiha was supposed to be his greatest intelligence asset, gathering information on his clans alleged activities and their rumoured coup d'état against the village. If necessary he would have ordered him to strike at the heart of the clan, annihilating the clans council and their leader was the best he expected Itachi to be capable off.

He did not anticipate even Itachi to be capable of annihilating the entire clan, and even then Danzo would have sent at least half of his organisations number to make sure the mission was a complete success. Now he sat here, waiting for news of the massacre. There were rumours of survivors within the clan, and if so then there was potential for him to not only gain the power he was seeking but also the potential to build a new, loyal Uchiha clan from the ashes of the old.

He heard movement in the rafters above and watched as an ANBU fell silently from above. The elder not even batting an eyelash as he fell into a kneeling stance, head bowed in silent reverence. Danzo eyed the plain white bore mask and immediately knew him as the operative he had implanted in Sarutobi's ANBU ranks.

"Report," The Cyclops ordered lightly.

The man nodded his head. "We were finally able to gain the intelligence you desired, Danzo-sama. Out of the two hundred and twenty nine living members of the Uchiha clan Itachi killed all but three; the matriarch of the clan, Mikoto Uchiha, as well as her youngest son Sasuke, and one of her nieces, Midori. Mikoto-san has been hospitalised with a number of injuries but is currently stable, Sasuke-san is physically unharmed, however the niece, Midori-san's chances of survival at the moment is fifty-fifty, suffering from a stab wound to her stomach, massive internal bleeding and trauma."

"So there are three survivors, but the number could fall to two." Danzo murmured, massaging his chin with his one remaining hand. "And the Uzumaki boy, what was his role in all of this?"

"According to reports it appears that the Uzumaki boy was there by coincidence," the operative reported. "We have learned that the matriarch has taken an interest in the boy, and has been observed aiding the boy in day to day living. He was returning a parasol she had left behind. He stumbled upon the Uchiha boy and together the two of them came upon the massacre. The only reason Midori-san is still alive is because he tapped into the powers of his tenant to keep her alive."

"He tapped into the Kyubi's power?" Danzo questioned, about to take a sip of his tea but hesitated upon hearing the news.

"It would appear so," the agent acknowledged with a nod. "However is seems that he was somehow able to use its power to heal instead of destroy."

"Hmm, now that is interesting." Danzo thought out loud as he took a long sip of his tea, draining the last of its contents before laying it on the smaller mat beside him. "What is Sarutobi's response to this?"

"Tripling security around the village, hospital has at least six ANBU units guarding it around the clock and the Uzumaki boys own detail has doubled. The Hokage is keeping the massacre from becoming public knowledge for as long as possible, but the other clans as well as the elders have recently been informed as to what has happened."

"I see," Danzo murmured, remaining silent for a long moment before looking up to his subordinate. "Good work, continue to monitor the situation and report any changes to me."

The agent bowed, then like a wraith jumped up to the rafters once again with short bursts of chakra to his feet. All the while his leader was in quiet contemplation. He needed to make preparations, tie up loose ends and remove anything which would incriminate him in what had happened. All documentation linking him and his organisation to Itachi was to be burned; all agents who had made contact with the Uchiha were to be eliminated.

With a wave of his hand he dismissed all but five Root operatives, sending them back to their positions within the village. These five operatives, whom he trusted the most, were to be given his orders and would be responsible for making sure that the orders were carried out efficiently and effectively. He would remove all evidence to his association with Itachi, and through that Konoha's last line of defence would survive.

He would do what was best for Konoha, even if it perceived him and his troops as villains. That was what he and his Root were. The silent guardians and shadow operatives of the superpower which was the Village Hidden in the Leaves. They would protect the village, even if doing so meant using methods that Sarutobi and his soft minded followers frowned upon.

That was the reason for their existence.

That was Root.

* * *

Mikoto lay in bed, body covered in white bandages from various wounds as she looked out the open window of her private hospital room, feeling the gentle blow of a cool breeze and the rustling of noises outside of her window it almost seemed like a dream that she would soon wake up from. Mikoto had hoped for the longest time that all of this was just a dream, which she would wake up to see her husband beside her, getting up and preparing breakfast for her two sons.

She had hoped that all she had witnessed was nothing but a dream. How cruel life was.

She knew, deep down, that what had happened was not a dream. The images of her clan, her brothers and sisters, her nieces and nephews, her cousins, aunties and uncles strewn across the ground, blood flowing to darken the ground with its taint. Those images would never leave her until her dying days.

What was worse was the cold, hard knowledge that the perpetrator of this horrific crime was her own son, her eldest son. The scion of the entire clan had become its downfall overnight. He had not only killed his clan but took the life of his father, and tried to take her life as well.

A tear silently fell along the circumference of her cheek, how bad a mother had she been for her eldest son to become this. How much of a failure had she been not to see the signs of what he was about to do and try to stop it. Mikoto looked out the window, a heaviness descending on her breast, a heaviness of guilt and uselessness. Her eldest son had killed their entire clan, probably taken the life of her husband and her youngest son as well.

She looked down at her hands.

What was she going to do? She was alone now, all alone. It would probably be easier to end her own life now and deny her eldest son the satisfaction of ending her life personally. Just the thought was heart wrenchingly unbelievable. If someone told her that he was planning to do what he did then she would have simply laughed. That was the extent of her shattered faith in her eldest son.

What had she left to live for?

What was left?

"Mom?"

Her head snapped up, falling to the form at the doorway to her room, eyes widening slightly in recognition when she saw the black hair, the onyx eyes and the pure untainted relief on his small face to see her alive. Mikoto's eyes widened in surprised, but also hope. Hope that what she was seeing before her was not an illusion of her mind; hope that this was Sasuke who stood before her.

"Sasuke," she managed through a choked sob, and her youngest son ran into her arms and hugged her tight, he himself crying as he leaned into her as if to make sure she was really there.

"You're alive mom, you're really alive," he cried as he buried his face into her chest and cried with all his might, all pride to become a splendid Ninja forgotten and replaced with all the fear of a young child who thought he had lost everything. "When that kid said so I thought he was lying."

"That kid?" she asked.

"Mm, Naruto from my class." Sasuke clarified. "He told me that you were still alive, but I didn't believe him... then he hit me for calling him a liar, then he led her here... then... then."

Mikoto sighed, but continued to hold her crying son in her arms. She would continue to live, continue to strife, all for his sake. She would protect her son and make sure he travelled the right path, and when the time came to revive their clan she would make sure he did it right, without any of their clans faults or sense of superiority to get in the way.

"The boy who helped you get here," she asked at last, gently pushing her son back so she could look into his eyes. "Do you know where he is?"

Sasuke was silent for a moment, actually attempting to think. Then he looked over to the door and pointed. "He was right there, led me to where you were mom and said he didn't want to get in the way."

Mikoto sighed after a moment. "Sounds like him alright, silly boy."

She was completely unaware that tears were flowing down her cheeks. She wasn't aware she was crying until she saw the wet patches on her bed sheets, and it was only when she reached up to touch her soaked cheeks before she finally cried. A mass of emotions including the loss of her entire family, knowing that the culprit was her firstborn and of seeing her own husband's body brought all of her emotions to a simmering head.

Sasuke was just able to look up, eyes widening slightly upon seeing his mother, his pillar of strength in a family where his father barely acknowledged him and where his older brother was becoming more aloof. To see her cry as inconsolably as she was at this moment was terrifying.

"Mom?"

Mikoto sobbed loudly as she hugged her youngest son close, needing nothing more than a little comfort through all the pain and guilt she was feeling at this moment. Her youngest returned her embrace, and she was unaware that he was also crying silently.

* * *

Naruto dug his hands into his jacket pockets as he walked down the main street of the village, ignoring everything around him as he attempted to sort out his whirlwind of thoughts. He would never admit it, but what he had seen last night would probably leave a mark on him for as long as he remained among the living.

He would probably never forget what he had seen. The masses of bodies, the rivers of blood, the continuous stream of terror stricken, unmoving faces, each carrying their hosts last painful memories of death, forever etched. An entire clan, perhaps one of the strongest clans in existence, completely eradicated overnight. Just the thought of it was terrifying. He may be young, and he may not be the smartest tool in the shed, but even he knew that the Uchiha clan were considered among the strongest and most well respected in the village.

"_Help me... please!"_

That girl's face, grimacing in pain and disbelief, would probably stay with him for a long time as well. He didn't know why he did what he did and he couldn't even begin to explain what it was that he did. All he knew was at that moment only a single thought flowed through his mind. That thought was simple and to the point. He had to save her. He wanted to save her. There was more to her eyes than pain and fear, there was also betrayal and he felt that for such betrayal to linger in her eyes she must have known her attacker.

Then there was his Auntie, he wanted to press forward after the ANBU came and began tending to the girl, but he was stopped by those very same ANBU. They had taken them both to the hospital, rushing the girl away from him and staying guard over him in a hospital room while a disgruntled doctor looked over him to make sure he was alright. He always hated hospitals, grew nauseous of the smell and nervous by the doctors, some were nice, but twice as many others were cruel and uncaring.

He hated the hospital.

So he decided to leave, waiting for the moment when the eyes of his guards were diverted before sneaking out of the room. He knew that they were not that easy to lose, but he liked to think to himself that he was able to outsmart his would be protectors. That was when he met Sasuke in the corridor. He didn't seem hurt, at least not too badly, but the look in his eyes was another thing entirely. He seemed to be broken, and sure he was the only survivor of what had happened. Naruto decided to prove him wrong, and dragged him through the corridors. Sasuke looked ready to say something, but he shut up pretty quickly when he heard what Naruto had heard, that a few nurses mentioned that only a handful of Uchiha had survived the massacre.

A handful;

It made him shut up, but Naruto could see that it also brought him hope. Eventually they found the room he had been looking for, and Aunt Mikoto was sitting upright in her bed, looking as lost and afraid as Sasuke was. Naruto let Sasuke wander in without any trouble, and turned around to walk down the corridor towards the exit. He felt he was not needed at the moment, and he had a real strong urge to escape the hospital.

He looked up, blinking in surprise and bewilderment when he saw the familiar tree in the centre of the academy grounds. That same swing tied to its strongest branch rocking slightly in the breeze. Naruto moved without realising it, closing the distance between him and the swing, closing the gap within seconds he saw on the worn wood, feeling the creak as it took his weight. For the longest time he sat there, looking out over the seemingly deserted terrain of the academy.

Class must be out today, it was too quiet.

Naruto was unaware as to how long he sat on the swing, but the next time he looked up one of them was there, a member of his Jiji's ANBU black ops, looking down at him with his emotionless white animal mask. It was an owl this time. "Come on kiddo, Hokage-sama was looking for you."

* * *

Her skills were definitely getting rusty. She had just barely woken up, still drowsy. It wasn't until she sat up and wiped the sleep from her eyes that she noticed that she and her son wasn't the only ones in the room. A kunai hidden in the sleeve of her sleeping kimono was in her hand in a backward grip and at the ready.

In that moment she was not a grieving widow or a protective mother.

In that moment she was a Kunoichi ready for a fight.

She hesitated when she saw the face of the intruder, and after a moment she lowered her weapon and placed it on the bedside table across from her, lowering her head in apology; "Hokage-sama."

The old man wasn't wearing his robes or hat of state, trading them in for a simple hakama and pants of his own clan. His favourite smoking pipe was in his mouth though and the tobacco was burning away as he smoked, breathing out a waft of it from the corner of his mouth into the air as he set the spent match down.

"It's quite alright, Mikoto-san." He acknowledged before giving her a sad smile. "You wish to hear what news we have on your clan and the fate of the perpetrator?"

She hesitated a moment before finally nodding her head; "Yes, Hokage-sama."

"Besides you and Sasuke there is another survivor of the clan, your niece Midori is out of surgery and although she isn't out of the woods yet she is stable," Sarutobi said as he took his pipe from his mouth and blew out the smoke. "As for the fate of Itachi... he was able to escape, took the lives of a few of my ANBU and injured quite a few others in his escape. For now the chances of him returning to finish what he started are not unlikely, so I've strengthened your guard details and that of your son and niece until we're sure he's gone."

Mikoto did not answer for the longest time, attention drawn to that of her youngest son, sleeping beside her in an uneasy rest. She caressed his messy black hair, smiling softly as he stirred but did not awake. "Thank you for telling me personally, Hokage-sama."

"Hmm," the Hokage nodded his head, clutching his pipe back within his mouth as he leaned back against his chair. "A manhunt has been organised to try and track Itachi down, if he is within the country we will find him, however it is more likely he has left the country altogether. If that is the case then we will have to count on our allies for help, but chances are he has fled further to unfriendly territory."

"So the chances of catching him are nil?" Mikoto asked as she continued to caress her youngest son's hair.

The Hokage nodded his head solemnly. "We're preparing funerals for all of your clan. I understand it may be difficult for you to bear, so I would recommend not returning to live in the clan compounds. A flat or house can be setup for you, Sasuke and Midori when she fully recovers if you wish."

"Thank you, Hokage-sama," she replied, thinking for a moment before looking over. "And yes, I think it would be best to move out of that compound. I don't think it would be healthy for any of us to stay in that compound with the memories and the ghosts."

"Good, then I will leave you too your rest," Sarutobi nodded as he stood up, picking up his hat of office as he walked towards the door. The door closed, leaving her alone with her son. The Uchiha Matriarch, probably one of only three left alive in the world, lay down on her bed, hugged her son tight and allowed her exhaustion to consume her once again.

* * *

Midori lay in bed, unmoving, looking up at the white surface of the ceiling with dull onyx eyes. She sighed, but otherwise made no other motion. How she hated hospitals. The smell of disinfectant was nauseating and the lack of life or colour in the rooms seemed to suck all of the joy out of the atmosphere. Yes, she hated hospitals with a passion. Give her worn wooden floors and paper sliding doors any day.

She stifled a harsh exhale of breathe when the stab wound in her stomach throbbed painfully. The wound had been sowed shut. Her organs had been healed through medical Jutsu, salve applied and bandages wrapped around her stab wound. She had been given anaesthetic to dull the pain, but it still seemed to remain, as sharp as when she had been stabbed and as painful as when she was lying in her own blood on the main road of the compound.

She did not move. She could not move. The pain immobilised her, unable to move and unable to cry out she simply gripped the bed sheets until her knuckles went white, gritting her teeth and shutting her eyes hard, emitting nothing more than a pained whimper as she rode out the newest wave of agony assailing her.

Images haunted her, and would continue to haunt her until her dying breath. She had ran out of the house, hearing the screams and the sounds of battle, drawing her mother's cherished katana and rushing out to defend her home, defend her clan. She hadn't stopped until she stood in the centre of the street, looking at the fallen forms of her loved ones with wide, disbelieving eyes.

Movement caught the edges of her vision and she spin around, hair flailing to see who was directly behind her. When she saw him her grip on her katana loosened and she lowered her weapon in obvious relief.

"_Itachi, don't scare me like that!"_

He did not answer, simply continued to look at her with dull eyes. It was kind of intimidating. She was probably the closest thing to a friend he had. The two of them had grown up together, used to play together before his training really started. How stupid she was. She was so relieved to see him that she just didn't notice the blood sprayed across his cheek, nor the dyed crimson blade of his ninja-to.

She didn't notice until his blade was hilt deep in her gut.

The first thing that hit Midori was shock, pure disbelieving shock, followed by terror and then as she fell on her side, Itachi pulling the blade callously from her body as she hit the ground, she felt betrayal. She had liked to think that she and Itachi were friends, but he obviously didn't think the same way, not if those emotionless orbs of his were any indication.

He looked down at her as if she were nothing, less than nothing.

Then he walked away.

Damn him.

"Damn you, Itachi," she murmured in a broken voice, knowing that tears were streaming down her cheeks but didn't care. "Damn you."

Her memories since then were hazy, but she remembered blurred images of her little cousin, Itachi's brother, Sasuke, and a blond haired boy roughly his age. The boy stayed with her. He did something to her. Midori didn't know what he did but whatever it was it saved her life. She owed him, whoever he was, and she was sure as hell she was going to repay it.

She dully heard the door of her room open and turned her head to see the familiar form of her aunt. Mikoto stood in the frame, pale slender hand gripping onto an IV drip. She looked pale, and by her bandages she had suffered at the hands of Itachi as well, but she was still alive.

Midori thought it was a cruel mirage at first, her mind, dimmed by drugs, playing tricks on her. She still hoped though, hoped with all of her might that she was not the victim of a cruel trick of the mind; "Auntie?"

The Uchiha matriarch smiled softly as she entered the room, hand pulling the pole along with her but showing no outward signs of pain. She was dressed in a simple white hospital kimono, one designed to be baggy and not cling to the skin. Mikoto sat down on the chair beside her niece's bedside, looked over and smiled.

"You're alive, Midori," she said softly. "Thank whatever gods there are for small mercies."

"You're here, right?" Midori asked, tears streaming down her cheeks. "You're not some cruel trick, right?"

How could she break down like this? She was a Shinobi of the Uchiha clan. She should be able to control her emotions better than this. Midori thought this as she forced her eyes shut tightly to stop the flow of tears which threatened to spill. A gentle hand caressed her cheek, and the young girl opened her eyes to see the pained, saddened, yet loving eyes of her aunt looking down upon her with a sad smile.

"I'm here, Midori, you're not alone."

Those words broke what little fortitude the young Uchiha had left.

She cried.

* * *

_**Authors Alert 1: **__Naruto, its settings and characters are the property of Misashi Kishimoto. I do not own them_

_**Authors Alert 2: **__Almost there, just another chapter. The epilogue may be a little later than I originally thought, but for now expect it, if not by Sunday, then definitely by Monday. A lot of people have been asking me if I am thinking of continuing this story, my answer at the moment is a very big question mark. I may continue it, but not as a multi-chapter epic length story, I have too many of those going on at the moment to think about. Instead I may make a few sequels, small stories or one-shots dealing with important events in this little alternate timeline. _


	5. Epilogue

_**Epilogue**_

It had been a week since the massacre, and as Naruto sat on his swing, idly moving it forward and backward, he once again found his mind wandering. The playground around him was empty, which considering the sun was just dipping over the western horizon wasn't a very surprising thing. Most parents and children had long since gone home.

He had heard from Jiji that Aunt Mikoto had just been discharged from the hospital, which was good, and she was moving out of her clan's compound with her son. The third survivor of the massacre, the girl he had saved, was still in the hospital and it seemed like she would stay there for a time more until she fully recovered.

The old man had told him that Mikoto had bought a small house over in the quarter of the village which housed the smaller clans and non-clan orientated Shinobi families. Naruto guessed the Hokage had told him this so that if he wanted to see her he would know where to look. He didn't dare approach her though, feeling that with all that had happened he would only just get in the way.

She had her own problems to deal with at the moment, so he didn't want her to worry about him. It would be lonely, not having her come over anymore, but it wasn't like he wasn't used to being on his own by now.

He would manage, somehow.

"So this is where you were."

That soft voice, he would recognise it anywhere. It may have been two weeks since he had seen or heard from her but he would still recognise that voice. He slowly turned; eyes widened a little to see her standing a few meters behind him, hands behind her back and a soft smile on her face.

She looked better, which brought untold relief to Naruto. The last time he had seen her, well, caught a glimpse of her, she had looked pale, sickly and weak, propped up in her hospital bed dressed in a white hospital kimono. For a young child such a sight would probably never leave him. The sight of somebody whom he had considered so strong and invincible looking so gaunt and lost would never leave him.

She still did not look like the strong, defiant and sure woman he remembered. But she did look better. The colour had returned to her skin. Her long black hair had regained a trickle of its vibrancy. The bandages had been removed, but her dark eyes, once so sure, did not have that look anymore. They looked older, more tired. But when she smiled at him and he saw the smile spread into those eyes, he knew that deep down it was still the woman who had plucked him off the rain soaked street and told him to get himself together.

"May I sit?"

He nodded his head after a moment, watching as she walked around the adjacent swing and sat on it. The chains creaked a little and the swing itself moved under her weight as she quickly got comfortable, allowing a silence to continue as the two of them looked at the sunset.

As the silence began to draw on Naruto began to fidget. He knew Mikoto saw this, for a small smile spread across her face before she turned to look at him. "I was beginning to get worried."

"Why?" he asked a little nervously.

"You didn't come over to visit, I kind of thought you had forgotten about me."

He shook his head vigorously at that, how could he forget about one of the only people in the village who didn't look at him like an animal or a freak? "I didn't want to get in the way."

"What makes you think you would have gotten in the way?" she asked softly. "I heard that you showed Sasuke where to find me. Thank you for that Naruto. But it would have been nice if you came over to visit as well."

He didn't know how to answer that, so he just looked down at his feet.

Mikoto smiled sadly at him, once again seeing a little boy who was so unused to kindness that his own form of showing it was a little rough around the edges. She looked at the sky, and changed the subject. "I heard you saved the life of my niece, thank you for that as well."

"How... is she?" he asked hesitantly.

"She's hurt, both physically and mentally, but she'll be alright, eventually." She answered, breathing a heavy sigh. "What my eldest son did left a mark on all of us, even me. It'll take us quite some time to come to terms with what had happened, but I am... determined that we do it together."

Naruto nodded his head, offering her a sad smile. "That's good."

"Indeed it is," she nodded her head before looking over at him. There was a moment of silence before the Matriarch of the Uchiha clan spoke again. "Naruto, I have something I want to ask you. Know that you can say no to it if you want."

He nodded, feeling that whatever she was going to ask him was important, very important, if the seriousness in her features had anything to say about it. Mikoto smiled a little nervously as she asked the question. "How would you like to come and live with me?"

Silence, for the longest time there was silence. Mikoto kept eye contact with the child in front of her, seeing a mass of emotions move through those expressive blue eyes. First there was wide eyed shock, and this lasted for a while. This was followed by disbelief, then denial, and then hope. It was almost heartbreaking to see.

"If you don't want to, you don't have too." Mikoto said softly with a small smile. "It's your choice Naruto, but I already asked the Hokage and he said it was okay. Everything has been taken care off. There's even a spare bedroom in the house that we're about to move into."

Naruto couldn't believe it. At first he thought it was a trick, but he quickly berated himself for thinking that Mikoto could do something so cruel to anyone, let alone him. The thought of not being alone anymore, of having people around him, or at least one person who cared about him seemed like a dream, or a dream within a dream.

He looked into her eyes. A young, lonely boy looked into this woman's eyes, and it clicked. Her offer was genuine, and that made him so happy, so sure that he was willing to take a chance with her, put his faith into another person and learn how to trust. He cried, but just as the first tear shed he jumped from his swing into a surprised Mikoto's arms and hugged her tight.

There was a moment of surprised hesitance, before the Uchiha matriarch wrapped her arms around the son of her oldest and dearest friend, and hugged him just as tightly as he hugged her, her own doubts of taking him in vanishing as surely as the setting sun.

"We're going to have to start moving the stuff you'll need from your apartment," she said softly, feeling as well as seeing him nod his head but otherwise just enjoying the moment. She ruffled his blond locks with her free hand, and looked up.

She could almost swear that at the other side of the playground she could make out the form of Kushina Uzumaki, looking much the same she did before her pregnancy. Mikoto would never forget her best friend. That bright long red hair, those turquoise eyes, that pale skin or that soft smile. Even the clothes she wore were the same as she remembered.

The spectre, for Mikoto felt that was what it was, smiled before mouthing a few words, a few simple words which held a great conviction and a great power.

'_Look after my son.'_

Mikoto smiled at her, and nodded.

Kushina's small smile morphed into her signature grin, and then she was gone. Mikoto had no idea that she was crying until she felt the tears flow down her cheeks. She reached up to wipe them away, all the while internally replying to her dead friend's request.

'_I will my friend, I will.'_

* * *

_**Four Years Later**_

Rays of sunshine seeped through the closed blinds, flashing over his features and forcing him from his slumber. Grimacing at the intrusion the boy rolled over, turning his back to the window and pulling his quilt over his head, once again attempting to allow the blissful darkness of sleep to take him.

He attempted to do this for a handful of moments, and then sighed when he saw what a wasted effort it was. There was no way he was going to get back to sleep now, not when he remembered how important today was.

He was graduating today.

The thought was followed by a honeyed female voice, calling to him and others at the foot of the stairs. "Sasuke, Midori, Naruto. Breakfast will be ready soon!"

Naruto yawned as he saw up in bed, right hand moving lazily to rub the sleep from his eyes as he looked around his room. Then the knowledge of today's events hit him and with it returned his boundless energy.

He was graduating today.

He was going to be placed on a Genin team today.

He was finally going to become a Ninja today

He made his way through the mess of his room, sidestepping strewn pieces of clothing, scrolls and gear towards his bedroom door and threw it open.

He launched himself into the corridor, looking over to the adjacent bathroom door and on down to see the sight of his early morning nemesis. Midori exploded from her own room, onyx eyes snapping to him and glimmering with determination. The seventeen year old Chunin was dressed in little more than an oversized t-shirt and a pair of boxers, long raven hair dishevelled by sleep.

Naruto rushed down the corridor, seeing his elder sister moving forward at that exact moment, fortune smiled upon him as he made it to their destination first, blurring into the bathroom and closing the door behind him barely a split second before his older sister could make it. Midori cried out in annoyance, slamming her fist into the door.

"Damn it Naruto let me in!"

"No way," Naruto called back, locking the door and already getting undressed. "I got here first!"

"Haven't you ever heard the term ladies first!"

"I have, and it doesn't count!"

There was an annoyed exhale of breathe, followed by a creaking sound which Naruto knew meant Sasuke was making his way from his own bedroom out into the world. He knew exactly what was going to happen. Midori was going to round on him and yell...

"Don't even think of going in there before me, got it!"

And Sasuke would shrug and utter, "Hn."

Then Midori would turn back to the door and say, "You have five minutes Blondie, then I'm breaking the door down!"

Anyone else would have called the threat trivial, but Naruto knew from experience that the seventeen year old could, and would, do it without a second thought. Good thing Auntie strengthened the door with seals after the last few dozen got broken down.

He knew that Aunt Mikoto also heard Midori's little rant, for her voice called up the stairs, firm and promising punishment. "Midori, break another door and I will bat your ears!"

And so continued the usual morning ritual of the house;

The next half hour was spent with the three of them getting washed, dressed and rushing downstairs for breakfast. Naruto and Sasuke exploded through the door, each rushing to their place on the table. Naruto was dressed in black pants with orange piping along the sides, a bright orange shirt with the Uzumaki swirling whirlpool emblazoned, a black jacket with orange trim and a pair of black sandals. Sasuke was wearing his usual long khaki shorts, a high collared blue jumper with the Uchiha symbol emblazoned on the back and black sandals. Both boys had their Shinobi gear on and ready for their first days as Genin.

Mikoto looked up at the clock and sighed. Ready for their first days as Genin if they ever made it in time to their last class, that is. She waited, watching as the boys wolfed down their food. Well Naruto wolfed it down, Sasuke tried to look dignified but was fairing little better. The matriarch didn't even need to say anything, for Midori entered the room, looked up at the clock, shook her head, sighed and waited a moment before barking out the orders.

"Hey, you two get your asses in gear or you're going to be late!"

Both boys glared at her for a moment, then looked up at the clock, then paled, and then exploded into action, grabbing their backpacks and rushing over to Mikoto. The Matriarch passed each of them their lunches and expertly stepped to the side as they rushed out the door. Naruto was in the lead, a piece of toast hanging from his mouth as he turned to Sasuke and shouted.

"Come on jerk, we're going to be late!"

"Shut up dobe!" Sasuke shot back, though there was no malice in either of them. This was just how they worked together. They were friends, brothers and rivals all wrapped up in one neat little package. Mikoto didn't complain about it too much. The rivalry was good for them.

"Bye Mom!" the two of them yelled as they rushed into the corridor and out the front door, leaving it open in their haste to leave.

"Take care," she called back lightly. "And close the door!"

"Were they born in a field?" Midori sighed as she took a seat, then she smiled up at her Aunt. "They're finally graduating huh?"

"Yes they are," Mikoto replied as she set two plates of breakfast for her and her niece before sitting down.

"Will they be alright?"

Mikoto laughed lightly at her niece's question. None of them had gotten used to the aftermath of the massacre, but over time bonds had formed, and the four of them had become a family. Mikoto loved all three of them dearly. She knew that Midori was the same, being overprotective of the two when they were younger and despite her rough exterior always tried to help both them and her. Naruto and Sasuke, though they always argued and fought, saw each other as brothers and that was more than Mikoto could have ever dreamed off.

"They'll be fine. They've got us, their friends and each other."

* * *

_**Authors note 1: **__That's a wrap, as they say. I must admit that this story may not have been one of my best, but I enjoyed working on it none the less. It certainly did take a while for me to do it. The first chapter was finished back in January. I got the original idea for the story when I listened to 'How to Save a Life' by The Fray, hence the title, and I may always consider that song the theme for this little tale. The idea had always been in my head though, from when I first saw that episode of Naruto dealing with the massacre all the way to that scene between Mikoto and Kushina before the Kyubi incident. I'm just glad I finally got it down on paper._

_There might be a few short stories and one-shots based off this alternate version I have created, but there will be no multi-chapter stories and nothing concrete. __I hope you all enjoyed this small story of mine, and to the rest of my viewers I will be moving back onto The Good Left Undone within the next few weeks after I have gotten my affairs back in order. I'm sitting in the house with a bad cough and a bit of a raw throat, not a nice thing I can tell you :(_


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